END USER LICENSE AGREEMENT

Last Updated: May 1, 2026

PLEASE READ THIS AGREEMENT CAREFULLY.

This End User License Agreement (“Agreement”) is a legally binding agreement between Allied Schools, together with its affiliates, subsidiaries, successors, and , assigns (collectively, “Company”) and the individual accessing or using the Services (“User”, “you”, or “your”).  This Agreement governs your access to and use of the Services and Company Content (each as defined below) made available by or on behalf of Company.

COMPANY MAY MODIFY THIS AGREEMENT AT ANY TIME.  UPDATED TERMS WILL BE POSTED WITH A REVISED “LAST UPDATED” DATE.  YOUR CONTINUED USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THE UPDATED AGREEMENT.

You may access the Services as an individual user or as a designated or authorized user (“Authorized User”) of an Enterprise Customer (as defined below).  In any case, this Agreement will govern your use of the Services.

By creating an Account, enrolling in, subscribing to, or accessing any Services (including Trial Services), clicking “I agree” or otherwise indicating acceptance, or accessing or using the Services in any manner, you acknowledge that you have read, understood, and agree to be bound by this Agreement. IF YOU DO NOT AGREE TO THIS AGREEMENT, OR IF YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICES, YOU MUST NOT CREATE AN ACCOUNT, ACCESS OR USE THE SERVICES, OR ACCESS OR USE ANY COMPANY CONTENT.

THIS AGREEMENT INCLUDES A MANDATORY BINDING ARBITRATION PROVISION, A JURY TRIAL WAIVER, A WAIVER OF CLASS AND REPRESENTATIVE ACTIONS, LIMITATIONS ON COMPANY’S LIABILITY, AND DISCLAIMERS OF WARRANTIES.  THESE PROVISIONS AFFECT YOUR LEGAL RIGHTS.  PLEASE REVIEW THEM CAREFULLY.

A. Definitions.  

Certain capitalized terms not otherwise defined in this Agreement have the meaning set forth below:

“Account” means a registered user account required to access certain Services.

“Company Content” means all content, materials, data, and intellectual property made available by or on behalf of Company through the Services, including without limitation course materials, videos, recordings, presentations, assessments, quizzes, answers, study plans, analytics, text, graphics, images, audiovisual content, software, code, and underlying technology (to the extent presented to users), trademarks, logos, branding, and any modifications, updates, or derivative works of the foregoing.

“Enterprise Customer” means any organization, employer, institution, or other third party that provides access to the Services to Authorized Users.

“Intellectual Property Rights” means all intellectual property rights, however arising and in whatever media, whether or not registered, including all patents, copyrights, trademarks, service marks, trade names, design rights, database rights, and any applications for the protection or registration of such rights and all renewals and extensions thereof throughout the world.

“Instructor” means any individual providing instruction, coaching, mentoring, or guidance through the Services.

“Paid Services” means Services provided by Company for a fee or on a paid subscription basis.

“Platforms” means any websites, applications, systems, or environments owned for operated by or on behalf of Company through which the Services are delivered or made accessible.

“Services” means all products, services, Platforms, tools, functionality, and offerings made available by or on behalf of Company, including educational programs, courses, modules, certifications, and related features and functionality.  The Services provide access to Company Content.

“Sessions” means any live, scheduled, or time-bound educational offering delivered through the Services, including in-person events, livestreams, virtual classes, webinars, office hours, or similar real-time instruction, whether optional or required.

“Trial Services” means Services provided free of charge or on a trial, pilot, or promotional basis without charge.

“User Content” means any content, data, or materials submitted, posted, uploaded, transmitted, or otherwise made available through the Services by you or any other user of the Services, including without limitation comments, messages, forum posts, files, and other materials.  

B. Scope.  

1. Scope of Agreement. This Agreement governs your access to and use of the Services and Company Content.  This Agreement applies to: (i) all Services and Company Content currently offered by Company; and (ii) all Services and Company Content that may be offered by Company in the future, including new features, functionality, or offerings, unless expressly stated otherwise in writing.  Additionally, this Agreement applies regardless of how the Services or Company Content are accessed, including through direct access, embedded integrations, third-party platforms, or enterprise provisioning.

The Services may be offered under multiple brand names, product lines, and Platforms.  This Agreement applies across all Platforms operated by or on behalf of Company.  You acknowledge and agree that: (i) your use of the Platform is subject to this Agreement; (ii) a single Account may enable access to multiple Platforms; and (iii) Company may integrate, consolidate, or separate Platforms at its discretion and without notice or liability.

The Services may be provided by Company and/or its affiliates, subsidiaries, or related entities (collectively, “Affiliates”).  You agree that: (i) Company may perform its obligations through Affiliates or third-party service providers; and (iii) references to “Company” include its Affiliates to the extent involved in providing the Services.

Additionally, Company reserves the right, at any time and in its sole discretion, to: (i) add, modify, suspend, or discontinue any aspect of the Services; (ii) introduce new products, features, or offerings; (iii) rebrand, consolidate, or restructure the Services, in each case in its sole discretion and without notice or liability.  

2. Order of Precedence.  Certain Services or other offerings may be subject to additional terms, policies, or disclosures (“Supplemental Terms”), including but not limited to product-specific terms, subscription or pricing terms, event or in-person participation terms, enterprise or institutional agreements.  In the event of a conflict between a provision of this Agreement and a provision of any Supplemental Terms, the Supplemental Terms shall control with respect to the applicable Services, and this Agreement shall otherwise govern.

C. Account Access.

1. Eligibility and Authority.  You represent and warrant that: (i) you are at least eighteen (18) years of age (or the age of majority in your jurisdiction); and (ii) you have the legal capacity to enter into this Agreement. Any use or access by anyone under the age of 13 is strictly prohibited.
2. Account Registration and Security.  To access certain Services, you may be required to create an Account.  You agree to: (i) provide accurate, current, and complete information; (ii) maintain and promptly update your Account information; (iii) maintain the confidentiality of your login credentials; (iv) accept full responsibility for all activities under your Account.  You shall not: (v) share your login credentials with any third party; (vi) permit multiple individuals to access the Services through a single Account; (vii) allow unauthorized access or use of your Account.  You must notify Company immediately of any suspected unauthorized use of the Services.
3. Access Rights and Permitted Use.  Subject to this Agreement, and during the applicable access period, Company grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable, revocable  right to access and use the Services and Company Content hosted on the Platform solely for your personal use or your internal professional development purposes, strictly in accordance with this Agreement. Use of the Services or Company Content for any commercial purpose is strictly prohibited…
4. Access Period.   See the Section titled “Term and Termination”.
5. Connectivity.  You are solely responsible for all telecommunication or internet connections required to access the Services, as well as all hardware and software needed to access the Services.
6. Access Limitations. Your access to the Services may be time-limited, subscription-based, course- or program-based, or otherwise restricted as specified at Enrollment.  Company may impose and enforce user-based limitations (per named users), concurrent usage limits, session or feature restrictions, geographic, or device-based restrictions.
7. Enterprise and Third-Party Provisioned Access.  If your access is provided by an Enterprise Customer or third party: (i) your access may be limited, modified, or terminated by such party; (ii) your rights are subject to any applicable Enterprise Customer agreement; and (iii) Company shall have no liability for actions taken by such Enterprise Customer or third party.
8. No Transfer or Assignment.  Your rights under this Agreement are personal to you and not transferrable, assignable, or sublicensable.  Any attempted transfer by You in violation of this Agreement is void. Company may freely assign its rights under this Agreement.

D. Payment Terms.

1. Fees and Payment Obligations.  Certain Services are Paid Services, provided for a fee or on a paid subscription basis.  You agree to: (i) pay all fees and charges associated with your access to Paid Services; (ii) provide valid and current payment information; and (iii) authorize Company (and its payment processors) to charge all applicable fees.  All fees are stated in U.S. dollars unless otherwise specified, are non-refundable except as expressly set forth in this Agreement or required by law, and are exclusive of applicable taxes for which you are responsible.  Company may modify pricing at any time (effective upon renewal or as otherwise disclosed).
2. Subscription Terms and Auto-Renewal.  Paid Servies may be offered on a subscription basis.  Unless otherwise specified at the time of purchase: (i) subscriptions automatically renew for successive periods equal to the initial term; and (ii) you authorize Company to charge the applicable renewal fees using your payment method on file. If you elect to purchase a one year or multi-year subscription, there will be a one-time fee paid upfront for the full annual or multi-year term.  Following the end of the full year or multi-month term, the subscription will automatically renew for the same number of years as the original term and on the same terms and conditions except that the price charged to you for the subscription will be the retail price then published by Company on its website (inclusive of any published discount).  Prior to automatic renewal, you may cancel the automatic renewal feature at any time through the self-serve options in your Account or by contacting customer support.  Canceling will end the automatic renewal of your subscription and the cancellation will be effective immediately when you give proper cancellation notice.  For any recurring payments, you may be asked to authorize Company to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you cancel your subscription, and to pay any charges so incurred. If you are billed through an invoice, full payment for invoices issued by Company in any given month must be received by Company thirty (30) days after the mailing date of the invoice, or any access to the products or services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
3. Trial Access and Promotional Offers.  Company may offer Trial Services free of charge or on a trial, pilot, or promotional basis without charge.  You acknowledge and agree: (i) access to Trial Services is temporary, limited, and may be revoked at any time; (ii) the features and functionality of Trial Services may differ from Paid Services; and (iii) Company may automatically convert Trial Services to Paid Services unless such Trial Services are cancelled prior to the end of the trial period (if disclosed at Enrollment).  Company reserves the right to limit, restrict, or revoke Trial Services in cases of suspected abuse, including repeated use of multiple Accounts or attempts to circumvent pricing structures.
4. Refund Policy.  Your eligibility for a refund is governed by Company’s refund policy which can be found here.

E. Intellectual Property and Use Restrictions.

1. Ownership of Services and Company Content.  All right, title, and interest in and to the Services and Company Content (including all components thereof), including all Intellectual Property Rights therein and thereto, and all work product, developments, inventions, technology, or materials provided by Company under this Agreement, are and shall remain the exclusive property of Company and its licensors.  Except for the limited rights expressly granted under this Agreement, no rights, licenses, or interests in or to the Services or Company Content are granted to you, whether by implication, estoppel, or otherwise. No rights are granted except as expressly set forth in this Agreement.
2. Prohibited Uses. You shall not, and shall not permit any third party to: (i) copy, reproduce, distribute, display, resell, publish, perform, or otherwise exploit the Services or any Company Content; (ii) record (audio, video, screen capture, or otherwise) any portion of the Services or Company Content; (iii) download (except as expressly authorized herein), scrape, extract, harvest or otherwise collect any Company Content or data from the Services, including though automated means; (iv) create derivative works, adaptations, translations, or compilations based on the Services or Company Content; (v) share, sell, sublicense, permit access to, transfer, publish, or otherwise make available the Services or  any Company Content to any third party; (vi) use any automated tools, bots, scripts, or similar methods to access, monitor, or interact with the Services or Company Content; (vii) remove, obscure, or alter any copyright, trademark, or other proprietary notices contained in or on the Services or Company Content; (viii) circumvent or attempt to circumvent access controls, restrictions or usage limits; (ix) use the Services for competitive analysis or benchmarking; or (x) use the Services or Company Content in any manner that violates applicable intellectual property, privacy, data protection, export control, or other applicable laws.
3. AI and Automated Tools.  Except as expressly permitted for transient, personal note-taking that does not involve storage, model training, or third-party access, you shall not use artificial intelligence, machine learning, large language model, or other automated tool, service or technology (including any generative AI system) (collectively, “AI Tools”) to: (i) extract, reproduce, or summarize Company Content; (ii) generate derivative works based on Company Content; (iii) train, fine-tune, or otherwise develop or improve any AI Tool using the Services or Company Content; or (iv) circumvent learning objectives, assessments, or usage restrictions within the Services.
4. Academic Integrity.  You agree to personally complete all coursework, assessments, and examinations;.  You shall not: (i) cheat, plagiarize, or misrepresent authorship; (ii) share, distribute, or disclose answers, assessment materials, or Company Content related to assessments; or (iii) permit any third party or AI Tool to complete work on your behalf.  .
5. Monitoring and Detection of Misuse.  Company may implement technical, administrative, and operational measures to: (i) detect unauthorized copying, recording, or distribution of Company Content; (ii) identify Account sharing, credential misuse, or unusual usage patterns within the Services; (iii) investigate suspected violations, and (iii) monitor activity and performance, academic integrity, compliance with this Agreement, and proper use of the Services.    
6. Third-Party Content.  Certain Company Content may include content, materials, or data owned or licensed by third parties including any content available on any other site linked through the Platform.  Such third-party content may be subject to additional terms, conditions, restrictions, or attribution requirements imposed by the applicable licensors, and you agree to comply with all such applicable third-party terms.  Company is not responsible for, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
7. Injunctive Relief.  You acknowledge that any breach of this Agreement with respect to intellectual property and any unauthorized use of the Services or Company Content may cause irreparable harm to Company for which monetary damages may be inadequate.  Accordingly, Company shall be entitled to seek injunctive relief and other equitable remedies, in addition to other remedies available at law or in equity, without the requirement to post bond or prove actual damages.

F. User Content, Community Features, and Instructor Interaction.

1. User Content.  The Services may permit you to submit, post, upload, transmit, or otherwise make available User Content, including: (i) comments, messages, or forum posts; (ii) files, links, or other materials; (iii) responses to assessments or exercises; and (iv) communications with other users or instructors.  You are solely responsible for any User Content that you submit, post, upload, transmit, or otherwise make available through the Services and all consequences of submitting it.  You represent and warrant that: (v) you have all rights, licenses, and permissions necessary to submit your User Content; (ii) your User Content does not violate any applicable laws or infringe, misappropriate, or otherwise violate any third-party rights; and (iii) your User Content is accurate and is not false, misleading, or deceptive.  As between you and Company, you retain ownership of your User Content.  By submitting your User Content, you grant Company a worldwide, non-exclusive, royalty-free, fully paid, transferable, sublicensable license to use, host, store, reproduce, modify, adapt, publish, display, and distribute your User Content in connection with operating, providing, improving, enforcing, and promoting the Services, and as otherwise permitted under this Agreement and the Privacy Policy.
2. Community Standards and Acceptable Content.  You agree not to submit or engage in conduct that: (i) is unlawful, harmful, abusive, harassing, defamatory, or obscene; (ii) infringes intellectual property or privacy rights; (iii) contains malware, spam, or deceptive content; (iv) promotes cheating, academic dishonesty, or misuse of the Services or Company Content; or (v) interferes with the use or enjoyment of the Services or Company Content by other users.  Company maintains a zero-tolerance policy for harassment, discrimination, or abusive conduct.  Company may establish additional community guidelines from time to time.  Company reserves the right, but not the obligation, to monitor, review, or remove User Content and  restrict or disable access to User Content and/or Accounts.  Company may take such actions with or without notice, at its sole discretion, and without liability to you or any third party.  Notwithstanding the foregoing, Company has no obligation to monitor User Content, screen communications, or verify the accuracy of information provided by users.  You acknowledge that content submitted by other users may be inaccurate, offensive, or inappropriate and that you will interact with other users at your own risk.  You are solely responsible for your interactions with other users, Instructors, coaches, mentors, and/or third parties encountered through the Services.  Company is not responsible for the conduct of any user or third party and/or any disputes between users.  Community features and interactions may be limited in scope and are subject to change at any time.  Additionally, Company may modify, suspend, or discontinue community features and interactions at any time without liability.  
3. Instructor Interactions.  The Services may include access to Instructors.  Such interactions may be live, asynchronous, individual, or group based.  Instructors may be employees, contractors, or third-party providers.  Company does not guarantee the availability of any specific Instructor or timing of responses, in connection with the Services.   Instructor communications are provided for educational and informational purposes only; and Instructor input does not constitute professional advice, including medical advice, legal advice, financial advice, or career guarantees.  You are solely responsible for how you interpret and use any information provided by Instructors.  Instructor interactions may be limited in scope, standardized, and subject to change at any time.  Company may modify, suspend, or discontinue Instructor access at any time without liability.  To the maximum extent permitted by law, Company shall not be liable for any statements, omissions, or conduct of Instructors.
4. Removal and Suspension for Conduct Violations.  Company may, in its sole discretion remove User Content, suspend or terminate access, and/or revoke participation in community features or Instructor interactions for any violation of this Agreement or for behavior that Company deems harmful, inappropriate, or inconsistent with the intended use of the Services. No refunds will be provided in connection with such removal, suspension, termination, or revocation.
5. Feedback.  If you provide feedback, suggestions, or ideas (“Feedback”), you grant Company a perpetual, irrevocable, royalty-free license to use such Feedback.  Company may use Feedback without restriction or compensation.
6. Embedded AI Tools. Company may use AI Tools to: (viii) deliver, operate, enhance, or personalize the Services; and (ix) generate recommendations, feedback, or content, including but not limited to chatbot or agent functionality and features that use or leverage applications, software, products, or services provided by Company or third parties (“Embedded AI Tools”).  Any User Content submitted through the Embedded AI Tools may be transmitted to and processed by such Embedded AI Tools, including third-party providers thereof. In response, the Embedded AI Tools may generate suggested text, information, analyses, results, content, recommendations, and other materials (collectively, “Output”), and that, given the probabilistic nature of artificial intelligence technology, the Output may be inaccurate or inappropriate in response to the input provided. You acknowledge that AI-generated Output may be incomplete, inaccurate, or non-authoritative and such Output is provided for informational purposes only. Any and all decisions made by you in reliance on any Output are made at your own risk and Company shall have no responsibility or liability arising therefrom. You are solely responsible for evaluating the accuracy, completeness, and suitability of the Output for your intended use cases, and subjecting the Output to appropriate quality control procedures, including human review and verification. You understand that other users of the Embedded AI Tools may provide similar or identical input and may receive Output that is similar or identical to Output.

G. Privacy and Data.

1. Privacy Policy.  Your use of the Services is subject to Company’s Privacy Policy, available here (the “Privacy Policy”), which is incorporated into this Agreement by reference.  To the extent of any conflict, this Agreement governs access to and use of the Services, and the Privacy Policy governs data collection and processing practices.
2. Data Collection and Use.  In connection with the Services, Company may collect and process information, including: (i) Account information (name, email, login credentials); (ii) usage data (pages visited, features used, session activity); (iii) learning data (progress, completion status, performance metrics, assessment results); (iv) device and technical data (IP address, browser type, device identifiers); (v) communication data (messages, chat logs, forum posts); and/or (vi) participation data (attendance, participation, engagement metrics) (collectively, “Usage Data”).  Company may use Usage Data to: (vi) provide, operate, and maintain the Services; (vii) personalize user experiences and learning pathways; (viii) track progress, performance, and completion; (ix) monitor compliance with this Agreement, including academic integrity and misuse; (x) improve products, services, and content; (xi) ensure security and prevent fraud or unauthorized access; (xi) aggregate and deidentify for analytics, research, product development, and business purposes and/or (xiii) comply with legal and regulatory obligations.    You acknowledge that Usage Data may be transferred to and processed in the United States or other jurisdictions.
3. Disclosure of Usage Data.  Company may disclose Usage Data: (i) to service providers and vendors supporting the Services; (ii) to Enterprise Customers (where access is enterprise-provided), including engagement, progress, completion, and performance data; (iii) to social media, advertising, and analytics partners for targeting advertisements and analytics tracking, consistent with your consent; (iv) to comply with legal obligations; (v) in connection with a business transaction (e.g., merger, acquisition); and (vi) in aggregated and de-identified form as provided for herein.
4. Recording of Sessions and Communications.  You acknowledge and agree that: Sessions  and (ii) communications (including chats, messages, and interactions with Instructors, customer service, academic advisors and other users) may be recorded, stored and reviewed.  These recordings may capture students’ voices, images, or contributions. Such recordings and communications may be used for educational purposes, service delivery, quality assurance, training, and compliance and enforcement.

H. Social Media.

This Section applies if you interact with Company’s social media presence including social media features on Company products and services (“Internal Social Media Features”) or from comment sections, feeds, and other elements of social media presence viewable on Facebook, Twitter, YouTube, Google+, LinkedIn, or any of the many other available external third party social media platforms we may utilize (“External Social Media Presence”).  Social media platforms are places of public information exchange, and you should have no expectation of privacy when using them. Specifically, neither these Terms nor the Privacy Policy apply to the External Social Media Presence. The sites and platforms that host the External Social Media Presence are not controlled by Company and therefore have their own privacy policies and terms of use.  The comments and opinions expressed by users on social media are theirs alone and do not reflect the opinions of Company.  Comments that some would consider inappropriate or offensive may appear on the Internal Social Media Features as well as the External Social Media Presence and may remain there until they have been identified by Company or called to Company’s attention and Company is able to work through the necessary procedures and technical processes to have them removed. If you see an offensive or inappropriate post or comment on the External Social Media Presence, you should report it to the operator of the applicable site or platform using the procedures they have established for that purpose.  If you see such a post on Internal Social Media Features it should be reported directly to Company via the contact information below.

I. Disclaimers and Liability.

1. DISCLAIMER OF WARRANTIES.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND COMPANY CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  COMPANY AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, TIMELINESS OR COMPLETION AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.  COMPANY DOES NOT WARRANT THAT THE SERVICES OR COMPANY CONTENT WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED OR SECURE, AND/OR THAT ANY DEFECTS IN THE SERVICES OR COMPANY CONTENT WILL BE CORRECTED.  
2. CONTENT DISCLAIMER.  THE SERVICES AND COMPANY CONTENT ARE PROVIDED FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE MEDICAL, LEGAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE.  
3. NO GUARANTEE OF OUTCOMES.  COMPANY DOES NOT GUARANTEE ANY EXAMINATION RESULTS, CERTIFICATION OR CONTINUING EDUCATION OUTCOMES, LICENSURE OR REGULATORY ACCEPTANCE, OR EMPLOYMENT OR CAREER ADVANCEMENT OR OUTCOMES.  OUTCOMES DEPEND ON INDIVIDUAL EFFORTS AND EXTERNAL FACTORS BEYOND COMPANY’S CONTROL. YOU ACKNOWLEDGE THAT: (I) MARKETING MATERIALS, TESTIMONIALS, AND SUCCESS STORIES ARE ILLUSTRATIVE ONLY; (II) INDIVIDUAL RESULTS VARY; AND (III) YOU HAVE NOT RELIED ON ANY REPRESENTATIONS, WARRANTIES, STATEMENTS, GUARANTEES, OR PROMISES NOT EXPRESSLY STATED IN THIS AGREEMENT IN DECIDING TO PURCHASE OR USE THE SERVICES.
4. TRIAL SERVICES DISCLAIMER.  WITHOUT LIMITING THE FOREGOING: (I) TRIAL SERVICES ARE PROVIDED WITHOUT ANY WARRANTIES WHATSOEVER; AND (II) TRIAL SERVICES MAY BE INCOMPLETE, NON-FUNCTIONAL, OR SUBJECT TO CHANGE.  COMPANY DISCLAIMS ALL LIABILITY ARISING FROM OR RELATED TO TRIAL SERVICES.
5. LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY, ANY OF ITS PARENT COMPANIES OR ENTITIES,  ANY OF ITS AFFILIATES, LICENSORS, BUSINESS AND UNIVERSITY PARTNERS, AND SPONSORS, SERVICE PROVIDERS, CONTRACTORS AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, AND/OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR COMPANY CONTENT, REGARDLESS OF THE THEORY OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) FOR TRIAL SERVICES, COMPANY SHALL HAVE NO LIABILITY; (ii) FOR PAID SERVICES, COMPANY’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE LESSER OF THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100.00. THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), APPLY EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, AND CONSTITUTE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.  TO THE EXTENT LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW, SUCH LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CLAIM ARISES, OR IT SHALL BE PERMANENTLY BARRED.

6. Indemnification.  You agree to defend, indemnify, and hold harmless Company, its Affiliates, and its parent company or entity, and their respective officers, directors, employees, and agents, from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) your use of the Services or Company Content; (ii) your violation of this Agreement; (iii) your User Content; (iv) your misuse of certifications or credentials; and/or (v) your violation of any laws or third-party rights.

J. Term and Termination.

1. Term of Agreement.  This Agreement begins upon your first acceptance (including click-through acceptance hereof or first use of the Services) and continues until your access to the Services expires or is otherwise terminated as provided herein.
2. Term of Access to the Services.  Access to the Services may be initiated by: (i) Account registration; (ii) enrollment in a course or program; (iii) payment of applicable fees; or (iv) provisioning by an Enterprise Customer (collectively, “Enrollment”).  Access begins upon the earliest of completion of Enrollment or first access to the applicable Service and continues for the applicable access period as stated in writing by the Company (e.g. subscription term, program or course duration or trial period) or until earlier suspended or terminated as set forth in this Agreement at which time, in either case, access expires. No unused time, content, or features carry over; and no credits or extensions are provided for unused access.  Company may, in its sole discretion, allow extensions of access, temporary pauses, and/or reinstatement after expiration, subject to additional fees, time limitations, and/or compliance with Company policies. Company has no obligation to grant any extension, pause, or reinstatement. Y.
3. Suspension or Termination by Company.  Company may terminate or discontinue the Services or any portion thereof at any time for convenience, without liability.  Further, Company may, in its sole discretion and at any time, with or without notice, suspend, restrict, or terminate your access to the Services (in whole or in part) if: (i) you violate this Agreement; (ii) Company suspects unauthorized use, misuse, or fraud; (iii) you engage in conduct that may harm Company, the Services, the Company Content, or other users; (iv) required to comply with applicable law, regulatory requirements  or third-party obligations; or (v) ) Company determines that continued access presents risk, liability, or reputational harm.  Company may also suspend or terminate access pending investigation of suspected violations and/or to protect system integrity or security.  Without limiting the foregoing, Company may immediately terminate access for: (i) academic dishonesty or breach of academic integrity or certification misuse; (ii) unauthorized sharing of access credentials; (iii) unauthorized copying, distribution, or commercial use of the Services or Company Content; or (iv) harassment, abuse, or misconduct toward other users or Instructors.
4. Effect of Suspension or Termination.  Upon suspension or termination: (i) your right to access and use the Services immediately ceases; (ii) Company may disable or delete your Account and credentials; (iii) you must cease use of all Company Content.  Following termination or expiration, Company may delete User Content and Usage Data at any time, and Company has no obligation to retain, export, or provide access to any such content or data.  .  To the maximum extent permitted by law, you are not entitled to any refund, credit, or prorated fee upon suspension or termination, and all outstanding fees remain due and payable.  To the maximum extent permitted by law, Company shall have no liability arising out of or related to suspension or termination of access, and/or removal of content or data.
5. Certification Revocation and Invalidation.  Company reserves the right to revoke or invalidate any certification, completion status, or credential at any time if obtained in violation of this Agreement, , or as required to comply with third-party or regulatory requirements.  Revocation may occur without notice, without refund, and without liability.
6. Right to Refuse Future Access.  Company reserves the right to refuse access to the Services in the future, deny re-enrollment, and/or block Accounts or users for any reason, including prior violations of this Agreement.
7. Survival.  The following provisions shall survive termination of this Agreement: intellectual property, User Content licenses, disclaimers, limitations of liability, indemnification, dispute resolution, and any provisions that by their nature should survive.

K. Dispute Resolution and Arbitration.

1. Agreement to Arbitrate.  PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.  

2. Class Action Waiver.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND COMPANY AGREE THAT ANY DISPUTE SHALL BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, ACT AS A CLASS REPRESENTATIVE, AND/OR PARTICIPATE IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.  To the extent permitted by applicable rules, multiple users’ claims may not be consolidated or joined without Company’s consent and arbitration shall proceed on an individual basis only.
3. Governing Law and Venue.  This Agreement and any Disputes shall be governed by the laws of the State of Missouri, without regard to conflict to flaw principles.  To the extent a Dispute is permitted to proceed in court, such Dispute shall be brought exclusively in the state or federal courts located in St. Louis, Missouri, and you consent to the personal jurisdiction of such courts.

L. Sanctions and Export Compliance.

Company’s technology, products and Services may be subject to U.S. and applicable non-U.S. export control, sanctions, embargo, anti-boycott, and trade compliance laws, including laws administered by the U.S. Department of Commerce, the U.S. Department of the Treasury’s Office of Foreign Assets Control, and the U.S. Department of State. You are responsible for complying with all applicable local laws and trade controls when accessing or using Company’s website, Company Content or Company’s technology, products and Services. You represent and warrant that you are not located in, ordinarily resident in, organized under the laws of, or accessing the Services from any country, territory, or region where such access is prohibited; that you are not listed on, owned or controlled by, or acting on behalf of any person or entity listed on any applicable sanctions, denied-party, debarment, exclusion, or export-control restricted-party list; and that you will not use, export, re-export, transfer, resell, share, or make available Company technology, products or Services, in violation of applicable trade controls.

You must not to use Company technology, products or Services for any prohibited or restricted end use, including military, weapons, nuclear, chemical, biological, missile, terrorist, surveillance, or other restricted purposes, and not to use VPNs, proxies, false location information, false account information, account sharing, or any other method to evade trade compliance restrictions. Company may screen users, customers, learners, transactions, payment information, IP addresses, account information, and usage activity for trade compliance purposes, and may request additional information, refuse enrollment or purchase, restrict access, block access from certain locations, suspend or terminate accounts, cancel transactions, or withhold or revoke certificates or credentials where we determine that such action is necessary or appropriate to comply with applicable law or Company compliance obligations.

M. General Terms.

This Agreement constitutes the entire agreement between you and Company regarding the Services and supersedes all prior or contemporaneous agreements, communications, or understandings. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be enforced to the maximum extent permitted. Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. Company shall not be liable for any failure or delay resulting from causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or infrastructure failures, and/or government actions. Nothing in this Agreement creates a partnership, joint venture, or employment relationship between you and Company. Company may provide notices via email, platform notifications, posting within the Services.  Notices are effective upon delivery or posting. Headings used in this Agreement are provide for convenience only and shall not be used to construe meaning or intent.